Standard Terms And Conditions – Supply of Services
1. Definitions and Interpretation
The following terms shall have the following meanings (unless the context shall require otherwise):
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;
“Agreement” means the agreement for the provision of Services in such form as may be specified by AMP Clean Energy from time to time;
“AMP Clean Energy” means the member of the AMP Clean Energy Group as stated as entering into the Agreement with the Customer;
“AMP Clean Energy Group” means Aggregated Micro Power Holdings Limited and its Affiliates;
“Conditions” means these terms and conditions;
“Contract” the contract between AMP Clean Energy and the Customer for the provision of the Services in accordance with the Agreement and these Conditions;
“Customer” means the named party in the Contract which has agreed to purchase the Services from AMP Clean Energy and whose details are set out in the Agreement;
“Force Majeure” means any event or circumstance which prevents the performance of any of the obligations (other than payment) of the affected Party under the Contract provided that such event or circumstance was beyond the reasonable control of the affected Party;
“Good Industry Practice” means using the standards, practices, methods and procedures which comply with applicable laws and exercising that degree of skill and care which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances;
“Insolvency Event” means if a party is an individual, such individual becomes bankrupt or has a bankruptcy order made against it, or otherwise (a) has an administration order made against it or has an administrator appointed over it; (b) has an administrative receiver appointed over its assets; (c) has a winding up order made against it or a liquidator appointed over it (except for the purpose of solvent amalgamation or reconstruction); (d) enters into an arrangement, compromise or composition with its creditors (including, but not limited to, becoming subject to a moratorium under Part A1 of the Insolvency Act 1986); or (e) otherwise becomes insolvent for the purposes of the Insolvency Act 1986;
“RHI” means the non-domestic Renewable Heat Incentive Regulations;
“Services” means the services which AMP Clean Energy is to provide to the Customer pursuant to the Agreement and in accordance with these Conditions; and
“Working Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in any part of England or Scotland (as applicable).
- 1.1 Save where otherwise provided in these Conditions, any reference to the Contract or any other document shall include any variation, novation, amendment or supplement to such document.
- 1.2 Unless the context otherwise requires, the singular shall include the plural and vice versa and any word or words herein defined in the singular shall have a corresponding meaning if used in the plural and vice versa.
- 1.3 Any reference, express or implied, to any statute, regulation, order, rule, by-law or any instrument having the force of law (“enactment“) includes references to:
a) that enactment as amended, extended or applied by or under any other enactment before or after the date of this Contract;
b) any enactment which that enactment re‑enacts (with or without modification); and
c) any subordinate legislation made (before or after the date of this Contract) under any enactment.
- 1.4 The expressions “include”, “includes”, “including”, “included”, “in particular” and similar expressions shall be construed without limitation of any proceeding words.
2. Basis of Contract
- 2.1 These Conditions apply to the Contract to the exclusion of any other terms and conditions, including any terms or conditions which the Customer purports to apply under any contract, order acknowledgement or any other document issued by the Customer.
- 2.2 The Contract shall be deemed to be accepted on the earlier of: (a) the Customer issuing a written acceptance of the Agreement signed on behalf of AMP Clean Energy; and (b) AMP Clean Energy doing any act consistent with fulfilling the Agreement on the instruction of the Customer, at which point the Contract shall come into existence.
- 2.3 If there is any conflict between the terms of the Agreement and these Conditions, the terms of the Agreement shall prevail.
- 2.4 Any offer, agreement or tender issued by AMP Clean Energy shall, unless otherwise specified or agreed by AMP Clean Energy, be valid for thirty days from the date of issue provided that AMP Clean Energy reserves the right to withdraw such offer, agreement or tender prior to such date at its discretion
- 3.1 AMP Clean Energy undertakes to perform the Services in accordance with Good Industry Practice and use personnel who are suitably skilled and experienced to perform the tasks assigned to them.
- 3.2 The Customer undertakes to act in good faith co-operate with AMP Clean Energy and comply with all reasonable instructions and guidelines of AMP Clean Energy.
- 3.3 The Customer warrants to AMP Clean Energy that all information provided by it to AMP Clean Energy, including the details specified in the Agreement, are correct, up to date, and there are no material facts or information which are missing from the Agreement which would affect the performance of the Services by AMP Clean Energy. The Customer shall provide such additional information as may be reasonably requested by AMP Clean Energy.
- 3.4 The Customer shall be responsible for the accuracy and completeness of such information supplied. Failure to supply such information and/or any inaccuracy of the information supplied may result in AMP Clean Energy delaying the date for provision of the Services, an increased price being payable and/or the cancellation of the Services.
- 3.5 The Customer shall promptly provide to AMP Clean Energy notice of any change in circumstances or where any information provided becomes misleading, inaccurate or incorrect.
4. Site Safety
- 4.1 The Customer is fully responsible for ensuring that the location for the provision of the Services (including access thereto) is safe for AMP Clean Energy personnel to attend. The Customer undertakes to take all steps reasonably possible to ensure the safety of AMP Clean Energy’s personnel or its agents at all such times.
- 4.2 Prior to the commencement of the delivery of Services, the Customer shall ensure that: (a) the site is as specified in the Agreement and has been cleared to provide a safe working environment; (b) there is unobstructed and unrestricted access to and from the site for AMP Clean Energy’s personnel and vehicles; (c) there is adequate lighting and power, provided at all times, during the works to the satisfaction of AMP Clean Energy in order to allow for the delivery of the Services; (d) where remote monitoring is available, the telephone line connection should be maintained by the Customer; and (e) any other specific requirements to the preparation of the site have been complied with.
- 4.3 It is the Customer’s responsibility to provide access to the site at all times necessary. Where free parking is not available at the site, AMP Clean Energy reserves the right to charge any reasonable expenses incurred.
- 4.4 If suitable and safe access is not provided as required pursuant to this clause 4, AMP Clean Energy shall be entitled to terminate this Contract and/or apply the cancellation charge under clause 5.4 below.
- 5.1 The Services shall be deemed delivered by AMP Clean Energy on completion of the performance of the Services or each part thereof.
- 5.2 Time is not of the essence in relation to the performance or delivery of the Services. AMP Clean Energy shall use its reasonable endeavours to meet estimated dates for delivery and performance of the Services, including any date stated in the Agreement, but any such dates are indicative only and liable to change by notice from AMP Clean Energy. AMP Clean Energy shall not be liable for any delay in delivery of the Services nor any consequences thereof.
- 5.3 The Customer may request a change of the date for the provision of the Services which shall apply only with the agreement of AMP Clean Energy.
- 5.4 Any cancellation of the Services, other than where clause 15 applies, shall be liable to a cancellation charge. Such cancellation charge shall be the amount specified in the Agreement or, if no such charge is stated, the abortive time spent by AMP Clean Energy in attempting to render the Services calculated at its standard rates for labour and travel, provided that such charge shall not exceed the price for the Services.
- 6.1 Any goods or equipment supplied by AMP Clean Energy under this Contract shall remain the sole property of AMP Clean Energy until all sums due under the Contract have been paid in full. In the event of non-payment of all sums due, AMP Clean Energy shall at its sole discretion have the option to recover any goods or equipment supplied by AMP Clean Energy from the Customer.
- 7.1 AMP Clean Energy warrants the performance of the Services (including such goods or equipment supplied as part of such Services) in accordance with this Contract for a period of 12 months from the date of performance of such Services or installation of such part supplied by AMP Clean Energy against (a) a failure of the Services attributable to a manufacturing defect; or (b) a failure of the Services attributable to a defect in the workmanship of any ancillary works or services. Without prejudice to the Customer’s statutory rights, no warranty is otherwise given or may be implied.
- 7.2 If the Customer notifies AMP Clean Energy of a fault in the Services (or goods or equipment supplied as part of such Services), an appointment can be made for an AMP Clean Energy engineer to call at the site.
- 7.3 As the Customer’s sole and exclusive remedy, AMP Clean Energy shall (at its discretion) correct, repair, remedy, re-perform or refund the Services that do not comply with the Contract in accordance with the warranty in clause 7.1, provided that the Customer: (a) gives notice to AMP Clean Energy not later than five (5) Working Days from becoming aware of such breach of the warranty; and (b) gives AMP Clean Energy reasonable opportunity to examine the claim of defective Services and where applicable to correct the Services.
- 7.4 Where there is no fault found, or where the necessary remedial work is not covered by the warranty, the Customer shall be invoiced for all parts and labour to include the time spent by the AMP Clean Energy engineer on site and travelling to and from site in accordance with the AMP Clean Energy charges prevailing at the time.
- 7.5 These Conditions shall apply to any repaired or replacement Services supplied by AMP Clean Energy provided that such warranty shall not extend beyond 12 months from the date of original performance or delivery.
- 7.6 The provisions of this clause shall apply to the remedy of defects in the Services, goods or ancillary works supplied by AMP Clean Energy and shall not extend to any defects or damage occasioned thereby to any equipment, installation or other property that has not been provided or installed by AMP Clean Energy.
8. Payment and Price
- 8.1 The price of the Services shall be the price set out in the Agreement. In the event of a material change to the scope of the Services or AMP Clean Energy being required to carry out additional Services, AMP Clean Energy reserves the right to charge an additional fee and shall revert to the Customer to obtain approval before implementing any such change or providing any additional services. All varied or additional services shall be subject to the terms and conditions of the Contract.
- 8.2 For annual or repeat Services, AMP Clean Energy shall be entitled to review and adjust the price by notice to the Customer in accordance with the terms of the Agreement, or if no price adjustment date is stated, with effect from 1 October each year. The Customer has a period of one (1) month from the date of notification of this revised Price within which it may terminate this Contract. Written notice of termination must be received during the one (1) month period otherwise this right to terminate lapses and the Contract is deemed to renew.
- 8.3 AMP Clean Energy may adjust its standard rates at any time.
- 8.4 Performance of the Services shall be conditional upon receipt of the price of the Services in advance, save where and to the extent that credit facilities have been agreed by AMP Clean Energy. Any granting of credit is at the discretion of AMP Clean Energy and may be amended or removed at any time.
- 8.5 The price of the Services excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to AMP Clean Energy at the prevailing rate.
- 8.6 The Customer shall pay invoices: (a) in full without deduction or set-off, in cleared funds within 30 days of receipt of the invoice; and (b) to the bank account nominated in writing by AMP Clean Energy.
- 8.7 If the Customer fails to pay any amount properly due and payable by it under the Contract, AMP Clean Energy shall have the right to: (a) suspend its performance of the Services under this Contract; (b) void any discount that had been allowed by AMP Clean Energy in relation to the Services and the full undiscounted sums shall be required to be paid; and/or (c) charge interest on the overdue amount at the rate of two per cent per annum above the base rate for the time being of National Westminster Bank plc accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment.
9. Limitation of Liability
- 9.1 Subject to clause 9.5, AMP Clean Energy’s total liability shall not exceed the price as set out in the Agreement.
- 9.2 Save as expressly included herein, all warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
- 9.3 AMP Clean Energy shall not be liable for any loss or losses incurred by you as a consequence of any of the following: (a) substandard performance or failure of the goods where these have not been installed in accordance with a design approved by AMP Clean Energy. For the avoidance of doubt approval by AMP Clean Energy of any design shall not render AMP Clean Energy liable for the performance of the associated system to which it relates; (b) substandard performance or failure of any associated system which is not directly attributable to the Services, goods or ancillary works provided by AMP Clean Energy (c) any pre-existing defects, including latent defects whatsoever in any associated system; (d) failure by the Customer or any agent on the Customer’s behalf to obtain any necessary consents, warrants, approvals or other authorisation from the appropriate authority or authorities for the installation of the goods and/or ancillary works or services whether required under statute or common law. AMP Clean Energy shall have no responsibility for obtaining any such consents, warrants, approvals or other authorisation whatsoever relating to the use or installation of any goods or equipment and the Customer shall indemnify AMP Clean Energy against any civil or criminal liability arising from installation of the goods and/or associated ancillary works and services in their absence.
- 9.4 Subject to clause 9.5, AMP Clean Energy shall not be liable for any of the following (howsoever arising): (a) loss of RHI income; (b) loss of profit; (c) loss or corruption of data; (d) loss of use; (e) loss of production; (f) loss of contract; (g) loss of opportunity; (h) loss of savings, discount or rebate (whether actual or anticipated); (i) damage to the Customer’s property; (j) harm to reputation or loss of goodwill; or (k) any consequential, indirect or special losses.
- 9.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by law.
- 10.1 The Customer shall indemnify, and keep indemnified, AMP Clean Energy from and against any costs, losses, damages, claims, liability, and expenses incurred by AMP Clean Energy as a result of or in connection with: (a) breach of any of the Customer’s obligations under the Contract; (b) the Customer’s instructions to AMP Clean Energy; (c) damage to or loss of any property, real or personal; and (d) injury, sickness, disease or death, of any person arising out of or in the course of or by reason of the performance of this Contract and/or the Services, in each case unless and to the extent attributable to the negligence of AMP Clean Energy or its personnel.
- 11.1 Copyright in any information, documents or other material provided by the Customer to AMP Clean Energy in relation to the Services shall remain the property of the Customer.
- 11.2 The copyright of all reports, forecasts, drawings, accounts and other documents originated by AMP Clean Energy in relation to its instructions (the “Documents”) shall remain the property of AMP Clean Energy, and AMP Clean Energy grants the Customer a non-exclusive licence to use such Documents. AMP Clean Energy shall have no liability in relation to the Documents for any other purpose than for which they were originally prepared by AMP Clean Energy.
12. Data Protection
- 12.1 In this Clause 12 “personal data” shall have the same meaning as set out in the General Data Protection Regulation (EU) 2016/679 as implemented in the UK under the Data Protection Act 2018 (collectively referred to as the “Data Protection Laws“) as substituted, varied and/or amended from time to time.
- 12.2 AMP Clean Energy is a controller in respect of the personal data which AMP Clean Energy process in the course of performance of the Services to the Customer. AMP Clean Energy will comply with its obligations under Data Protection Laws.
13. Force Majeure
- 13.1 AMP Clean Energy will not be liable for any failure or delay in the performance of its obligations affected by an event of Force Majeure, and the date for performance will be extended accordingly.
- 13.2 If AMP Clean Energy is affected by an event of Force Majeure it shall notify the Customer in writing of the matters constituting the Force Majeure and shall keep the Customer informed of their continuance and of any relevant change of circumstances whilst such event of Force Majeure continues.
- 14.1 Where so specified, the Parties may terminate the Contract on such notice period as stated in the Agreement.
- 14.2 Each Party may immediately terminate the Contract by giving notice in writing to the other party if: (a) the other Party undergoes an Insolvency Event; (b) the other party commits a material breach of any of its obligations under the Contract; performance of this Agreement or provision of the Services would in the reasonable opinion of the terminating Party be in breach of applicable laws or legislation including applicable health and safety laws or legislation.
- 14.3 In the event that AMP Clean Energy is unable to deliver the Services as specified in the Agreement as a consequence of the Customer’s failure to comply with any of the obligations set out in this Contract, AMP Clean Energy shall be entitled to terminate the Contract with immediate effect.
- 14.4 The termination of the Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
- 14.5 If this Contract is terminated or cancelled prior to the provision of Services, without prejudice to clause 15, AMP Clean Energy may at their sole discretion render an invoice for a cancellation charge. Such cancellation charge shall be the amount specified in the Agreement or, if no such charge is stated, such other reasonable amount for the costs incurred by AMP Clean Energy provided that such charge shall not exceed the price for the Services.
- 14.6 On termination of this Contract, AMP Clean Energy shall be entitled to charge (at AMP Clean Energy’s option): (a) a fair and reasonable proportion of the full fee which would have been payable if the Services had been carried through to a conclusion; or (b) a reasonable sum for all the work undertaken up to and including the date of termination on a quantum meruit basis, together in each case with out of pocket expenses and disbursements already incurred (where applicable).
- 14.7 On termination of this Contract, AMP Clean Energy may remove all equipment and materials from the site to which it retains title, and the Customer shall grant AMP Clean Energy rights of access to remove such equipment and materials.
15. Consumer Cancellation Rights
- 15.1 This clause 15 only applies if the Customer is entering into the Contract as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013).
- 15.2 For more detailed information on your rights and what you should expect from us, please visit our webpage; contact us using the contact details provided in the contract; or visit the Citizens Advice website www.citizensadvice.org.uk or call 03454 04 05 06.
- 15.3 The Customer shall have 14 days from the date of the Agreement to change their mind and cancel the Contract for the Services unless the Customer has agreed for the Services to be provided within this period.
- 15.4 To cancel the Contract, the Customer should email or call AMP Clean Energy on the contact details provided.
- 15.5 AMP Clean Energy will provide a refund as soon as possible and no later than 14 days after the day of cancellation. If Services have been provided during the cancellation period by agreement with the Customer, AMP Clean Energy will be entitled to be paid the for the Services provided up to cancellation date, which will be an amount in proportion to the Service performed up to that point in comparison with the full price under this Contract. AMP Clean Energy may make deductions for amounts due to it from any refund due to the Customer.
- 15.6 The refund will be issued to the same payment method used when the Contract was entered into unless otherwise agreed between the Customer and AMP Clean Energy.
- 16.1 The Agreement shall constitute the whole agreement between the Customer and AMP Clean Energy and shall supersede any prior agreement in relation to the supply of the Services, goods and ancillary works or services detailed therein (as amended where appropriate) whether in writing or otherwise.
- 16.2 The Contract is personal to the Customer. The Customer shall not, without the written consent of AMP Clean Energy, assign, transfer, charge or sub-contract the Contract or any part of it to any other person(s) without written consent from AMP Clean Energy. Any such permitted assignment, transfer, charge or sub-contract shall not relieve the Customer from any of its obligations under the Contract. Rights granted to AMP Clean Energy pursuant to this Contract shall apply equally to any subcontractor.
- 16.3 No third party has any rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise for any third party to enforce or otherwise invoke any term of this Contract.
- 16.4 If at any time any part of the Contract is held to be or becomes void or otherwise unenforceable for any reason under any Applicable Law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
- 16.5 No amendment to the Contract shall be effective unless it is in writing and is signed by a duly authorised representative of each of the parties to the Contract.
- 16.6 In the event of AMP Clean Energy waiving or forbearing to enforce any right that they may have under these Conditions, that shall not be interpreted so as to imply that they may not rely upon that right in the future, nor any other right that they may have under these terms or conditions or via the operation of law.
- 16.7 In the event of any clause under these terms and conditions or the quotation being accepted to be, or found to be, unenforceable by any court or tribunal of competent jurisdiction, the other clauses hereof shall remain in force unless and until similarly accepted or found to be unenforceable.
17. Governing law and Jurisdiction
- 17.1 Save as set out below, the formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
- 17.2 The formation, existence, construction, performance, validity and all aspects of Contracts with AMP Clean Energy Services Limited shall be governed by Scottish law and the parties submit to the exclusive jurisdiction of the Courts of Scotland.